Necessity and Reasonableness. Executive agrees that the restrictions set forth herein are necessary to prevent the use and disclosure of Sears Confidential Information and to otherwise protect the legitimate business interests of Sears and Sears Affiliates. Executive further agrees and acknowledges that the provisions of this Agreement are reasonable.
Necessity and Reasonableness. Executive agrees that the restrictions set forth herein are necessary to prevent the use and disclosure of OSH Confidential Information and to otherwise protect the legitimate business interests of OSH and OSH Affiliates. Executive further agrees and acknowledges that the provisions of this Agreement are reasonable.
Necessity and Reasonableness. Executive agrees that the restrictions set forth herein are necessary to prevent the use and disclosure of SHO Confidential Information and to otherwise protect the legitimate business interests of SHO. Executive further agrees and acknowledges that the provisions of this Agreement are reasonable.
Necessity and Reasonableness. The parties hereto hereby specifically acknowledge, agree and represent to each other as a material inducement for their entering into this Agreement:
5.3.1 the covenants and agreements of the parties in this Article 5 are necessary and essential to the protection of the business which will be conducted by the parties after the Closing Date, and to enable the parties to realize and derive all of the benefits, rights and expectations associated with this Agreement;
5.3.2 Buyer will suffer great loss and irreparable harm if the Seller directly or indirectly enters into a Competing Business;
5.3.3 the temporal and other restrictions contained in this Article 5 are in all respects reasonable and necessary to protect the business goodwill, trade secrets, prospects and other business interests of Buyer in respect of the Seller;
5.3.4 the enforcement of this Agreement in general, and of this Article 5 in particular, will not work an undue or unfair hardship on either party or otherwise be oppressive to it, it being specifically acknowledged and agreed by the Seller that it has other business interests and opportunities which will provide it adequate means of support if the provisions of this Article 5 are enforced;
5.3.5 the enforcement of this Agreement in general, and of this Article 5 in particular, will neither deprive the public of needed goods or services nor otherwise be injurious to the public; and
5.3.6 good, independent and valuable consideration exists for the agreement of the parties to be bound by the covenants and agreements contained in this Article 5.
Necessity and Reasonableness. You agree that the restrictions set forth herein are necessary to prevent the use and disclosure of Sears Confidential Information and to otherwise protect the legitimate business interests of Sears. You further agree and acknowledge that the provisions of this Agreement are reasonable, in particular the definition of “Sears Competitor”. You further recognize and expressly acknowledge that: (i) the application of Section 4 of this Agreement will not have the effect of prohibiting you from earning a living in a satisfactory manner in the event of your resignation of employment, and (ii) Sears would be subject to an irreparable prejudice should one or several of the provisions of Section 4 be infringed.
Necessity and Reasonableness. Executive agrees that the restrictions set forth herein are necessary to prevent the use and disclosure of Seritage Confidential Information and to otherwise protect the legitimate business interests of Seritage. Executive further agrees and acknowledges that the provisions of this Agreement are reasonable.
Necessity and Reasonableness. Seller and Parent hereby jointly and severally specifically acknowledge, agree and represent to Buyer as a material inducement for Buyer to enter into this Agreement: (i) the covenants and agreements of Seller and Parent in this Article XI are necessary and essential to the protection of the Business which Buyer will conduct with the Purchased Assets, and to enable Buyer to realize and derive all of the benefits, rights and expectations associated with this Agreement; (ii) Buyer will suffer great loss and irreparable harm if Seller or Parent directly or indirectly enters into a Competing Business; (iii) the temporal and other restrictions contained in this Article XI are in all respects reasonable and necessary to protect the business goodwill, trade secrets, prospects and other business interests of Buyer in respect of the business which Buyer will conduct with the Purchased Assets; (iv) the enforcement of this Article XI will not work an undue or unfair hardship on Seller or Parent or otherwise be oppressive to any of them, it being specifically acknowledged and agreed by Seller and Parent that they have other business interests and opportunities which will provide each of them adequate means of support if the provisions of this Article XI are enforced; (vi) neither Seller nor Parent believe or will assert that the enforcement of this Article XI will deprive the public of needed goods or services or otherwise be injurious to the public; and (v) good and valuable consideration exists for the agreement of Seller and Parent to be bound by the covenants and agreements contained in this Article XI.
Necessity and Reasonableness. Seller Stockholder and Incomnet hereby specifically acknowledge, agree and represent to Ciera and GlobalCom as a material inducement to enter into this Agreement:
a. The covenants and agreements of Seller Stockholder and Incomnet in this Article 6 are necessary and essential to the protection of the Business which will be conducted by Ciera and GlobalCom after the date hereof, and to enable Ciera and GlobalCom to realize and derive all of the benefits, rights and expectations associated with this Agreement.
b. Ciera will suffer great loss and irreparable harm if Seller Stockholder or Incomnet directly or indirectly enter into a Competing Business.
c. The restrictions contained in this Section 6 are in all respects reasonable and necessary to protect the business goodwill, trade secrets, prospects and other business interests of Ciera and GlobalCom in respect of Incomnet.
d. The enforcement of this Agreement in general, and of this Section 6 in particular, will not work an undue or unfair hardship on Seller Stockholder or Incomnet or otherwise be oppressive to either of them.
e. The enforcement of this Agreement in general, and of this Section 6 in particular, will neither deprive the public of needed goods or services nor otherwise be injurious to the public.
f. Good, independent and valuable consideration exists for the agreement of Seller Stockholder and Incomnet to be bound by the covenants and agreements contained in this Section 6.
Necessity and Reasonableness. Xxxxxxx, Century AC, Air Management, and the Company each acknowledges, agrees and represents that as a material inducement for the other to enter into this Agreement and the Merger Agreement:
(a) the covenants and agreements of each party in this Agreement are necessary and essential to the protection of the business which each party will conduct;
(b) each party will suffer great loss and irreparable harm if any other party which is restricted by this Agreement violates any material provision of this Agreement;
(c) the temporal and other restrictions contained in this Agreement are in all respects reasonable and necessary to protect the business goodwill, trade secrets, and other business interests of each party with respect to their respective businesses;
(d) the enforcement of this Agreement will not work an undue or unfair hardship on either party or otherwise be oppressive to such party, it being specifically acknowledged and agreed by each party that such has other business interests and opportunities which will provide such party adequate means of support if this Agreement is enforced;
(e) the enforcement of this Agreement will neither deprive the public of needed goods or services nor otherwise be injurious to the public; and
(f) good independent and valuable consideration exists for the agreement of each party to be bound by this Agreement.
Necessity and Reasonableness. You agree that the restrictions set forth herein are necessary to prevent the use and disclosure of Sears Confidential Information and to otherwise protect the legitimate business interests of Sears. You further agree and acknowledge that the provisions of this Agreement are reasonable, in particular the definition of “Sears Competitor”. You further recognize and expressly acknowledge that: (i) the application of Section 5 of this Agreement will not have the effect of prohibiting you from earning a living in a satisfactory manner in the event of the cessation of your employment, (ii) Sears would be subject to an irreparable prejudice should one or several of the provisions of Section 5 be infringed, and (iii) in the event of any breach, Sears shall be authorized and entitled to obtain from any court of competent jurisdiction interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights, damages or remedies to which Sears might otherwise be entitled.
